EMBRACE CHANGE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 3rd, 2021 • Embrace Change Acquisition Corp. • Blank checks • New York
Contract Type FiledSeptember 3rd, 2021 Company Industry JurisdictionEmbrace Change Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, a division of Benchmark Investments, Inc. (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2021 • Embrace Change Acquisition Corp. • Blank checks • New York
Contract Type FiledSeptember 3rd, 2021 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Embrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 3rd, 2021 • Embrace Change Acquisition Corp. • Blank checks • New York
Contract Type FiledSeptember 3rd, 2021 Company Industry JurisdictionThis Agreement, made and entered into effective as of [●], 2021 (“Agreement”), by and between Embrace Change Acquisition Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 3rd, 2021 • Embrace Change Acquisition Corp. • Blank checks • New York
Contract Type FiledSeptember 3rd, 2021 Company Industry JurisdictionThis UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [*], 2021, by and between Embrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 74, Block D, Beijing Fund Town Building, Fangshan District, Beijing, China, and Wuren Fubao Inc., a Cayman Islands exempted company (the “Purchaser”).
Embrace Change Acquisition Corp. [*], 2021Underwriting Agreement • September 3rd, 2021 • Embrace Change Acquisition Corp. • Blank checks • New York
Contract Type FiledSeptember 3rd, 2021 Company Industry JurisdictionThis letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Embrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share of the Company, par value $0.0001 (the “Ordinary Shares”), and one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 3rd, 2021 • Embrace Change Acquisition Corp. • Blank checks • New York
Contract Type FiledSeptember 3rd, 2021 Company Industry JurisdictionThis Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Embrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).